Securities Code: 7988
3rd June, 2020

To our shareholders

5-3 Hikarinooka, Yokosuka-shi, Kanagawa

Nifco Inc.
Toshiyuki Yamamoto, President & Representative Director

NOTICE OF THE 68th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to announce that the 68th Annual General Meeting of Shareholders will be held as stated below.
Due to the recent novel coronavirus outbreak, the national government and prefectural governors have urged
people to stay home in order to prevent the spread of the virus. In light of these circumstances and after carefulconsideration, we have decided to implement thorough infection-control measures at the upcoming General
Meeting of Shareholders.
Since people are strongly encouraged not to go outside and in order to prevent the spread of infection, we strongly
urge you to, if possible, exercise your voting rights either by mail or online prior to the General Meeting of
Shareholders and refrain from attending the meeting in person regardless of your health condition.
Anyone who is not well (has flu-like symptoms, fatigue, shortness of breath or difficulty breathing, and/or afever) on the day of the meeting will be refused entry into the venue.
Please exercise your voting rights using either of the following methods after reviewing the attached Reference
Documents.
[Exercising Voting Rights by Mail]
Please indicate your vote for or against the resolutions on the enclosed proxy form which should be returned tothe company to reach us no later than 5:30 p.m. on June 17, 2020.
[Exercising Voting Rights Online]
To exercise your voting rights online, please either scan the login QR code or access the Company’s designatedvoting website (https://soukai.mizuho-tb.co.jp/). You can input your vote for or against the resolutions byfollowing the on-screen guidance. Please be sure to vote by no later than 5:30 p.m. on June 17, 2020.

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If you exercise your voting rights online, please confirm “Instructions for voting online” on page 4.
If there is no indication of approval or disapproval for particular resolutions, the shareholder will be construed
as having approved the resolution in question.
----------------------------------------------------- Details of the Meeting ---------------------------------------------------1

Date and Time:

10 a.m. on Thursday, June 18, 2020 (doors open at 9:30 a.m.)2

Location:

Mita NN Hall, B1 floor (1st basement), Mita NN Building, 4-1-23 Shiba, Minatoku, Tokyo

This year there will be a lot fewer seats than usual and greater space between seats in order to prevent the
spread of infection. Please note that you may be refused admission to the venue upon arrival due tolimited seat availability.
2

Location:

Mita NN Hall, B1 floor (1st basement), Mita NN Building, 4-1-23 Shiba, Minatoku, Tokyo

3

Agenda:Reports:

1. The business report (1st April, 2019 – 31st March, 2020),
and the consolidated accounts together with the report of
the Statutory Auditors and the Public Accountants thereon.
2. The accounts (1st April, 2019 – 31st March, 2020)

Resolutions:

Resolution 1

Appropriation of retained earnings

Resolution 2

Election of seven candidates as Director

Resolution 3

Election of one candidate as Statutory
Auditor to fill vacancy

4

How to exercise
your voting rights

Please see “How to Exercise Your Voting Rights” on page 3.

○ If you attend the Annual General Meeting of Shareholders, please present the enclosed voting form to thereceptionist at the meeting.
○ Also, should there be any amendments to the Reference Documents, the business report, the accounts, orthe consolidated accounts, they will be published on the Company’s website.
Company’s website (https://www.nifco.com/)-2-

How to exercise your voting rights
Your ability to vote at the Annual General Meeting of Shareholders is an important right.
Please read the attached Reference Documents before exercising your voting rights.
You can use one of the following three methods to exercise your voting rights.

OnlineBy mail

In person

Follow the instructions on the next
page to vote on each resolution.

Fill out the enclosed proxy form tovote on each resolution and return it
by mail.

Submit the enclosed proxy form at thereception desk when attending themeeting.

Exercise your voting rights by

Exercise your voting rights by

Date and Time:

Wednesday, 17th June, 2020
5:30 p.m. (Online voting must
be completed by this time.)

Wednesday, 17th June, 2020
5:30 p.m. (The form must be
returned by this time.)

Thursday, 18th June, 2020
10:00 a.m.
(Doors open at 9:30 a.m.)

How to fill out the proxy form
Indicate your votes here.
Resolution 2
 If you are voting fortheappointment/reappoi >> Enter a circle in the “For”
box
ntmentofallcandidates
 If you are voting
againsttheEnter a circle
appointment/reappoi >>“Against” box
ntmentofallcandidates

in

the

Enter a circle in the box for If you are voting
againstthe“For” and write theappointment/reappoi >> number(s) associated withntment of some of thethe candidate(s) you are
candidates
voting against.
* The above image is for illustration purposes only. The actual form may vary.

Resolutions 1 and 3
 If you are voting for>> Enter a circle in the “For”
the resolution
box
Enter a circle
 If you are voting>>
against the resolution“Against” box

in

the

If you exercise your voting rights both by mail and online, only the votes cast online will be considered valid. If you exercise your voting rights online more than once,
only your last vote will be counted.

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Instructions for voting online
Scanning your login QR code
(Smart Vote)

Entering your voting rights exercise codeand password

You can log in to the Voting Website without entering your voting
rights exercise code and password.

Voting Website

1

1

Scan the QR code shown at the right bottom corner of the proxy form.

https://soukai.mizuho-tb.co.jp/

Accessthe Voting Website.

Click “Proceed”

2Enter the voting rights exercise code shown on the proxy form.

* QR code is a registered trademark of Denso Wave Incorporated.

2

Follow the on-screen instructions to cast your votes.

Enter the voting
rights exercise code

Click “Next”

3

Enter the password shown on the proxy form.
Enter the initial
password

When using Smart Vote, you can exercise your voting rights only

once.

Set a new password
for yourself

If you wish to change your vote after excising your voting rights, accessthe PC site, log in using the voting rights exercise code and password
shown on the proxy form, and vote again.
* You can access the PC site by scanning the QR code again.

Click “Register”

4

If you have any questions about how to operate aPC, smartphone, or cell phone when voting online,
please contact:

Follow the on-screen instructions to cast your votes.
* The above images are for illustration purposes only. Actual
screens may vary.

Internet Help Dial, Stock Transfer Agency Department,
Mizuho Trust & Banking Co., Ltd.

0120-768-524(Hours: 9:00 a.m. – 9:00 p.m. on weekdays)

Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders
Resolution 1

Appropriation of retained earnings

Retained earnings will be appropriated as described below.
Matters concerning year-end dividendWith respect to the year-end dividend for the 68th fiscal year, the Company hereby proposes the following
in consideration of the operating results for the year under review and future business development.
Form of dividendMatters concerning allocation ofdividend and total amount thereof

Effective date of dividends

Cash
We propose to pay 31 yen per share as the year-end
ordinary dividend (an ordinary dividend of 31 yen).
Total dividend will be 3,179,007,778 yen.
This will bring the annual dividend to 62 yen per share,including the interim dividend.
19th June, 2020-5-

Resolution 2

Election of seven candidates as Director

The terms of office of the current six Directors will expire at the close of this General Meeting of Shareholders.
We propose the re-election of Toshiyuki Yamamoto, Masaharu Shibao, Fukuo Iwasaki, Toshiki Yauchi, Keiji
Tachikawa, and Yoshiko Nonogaki and the election of Brian K. Heywood.
Accordingly, we propose the election of seven candidates for Director.
The candidates for Director are as follows.

No.

Name

Position at the Company

1

Toshiyuki
Yamamoto

President & Representative Director, CEO& COO

Reappointment

2

Masaharu Shibao

Director, Senior Executive Managing
Officer
CMO

Reappointment

3

Fukuo Iwasaki

Director, Senior Executive Managing
Officer

Reappointment

4

Toshiki Yauchi

Director, Senior Executive Managing
Officer

Reappointment

5

Keiji Tachikawa

Director

Reappointment

External

Independent

6

Yoshiko Nonogaki

Director

Reappointment

External

Independent

7

Brian K. Heywood

DirectorNew
appointment

External

Independent

New
appointment

New Director candidate

Reappointment

Reappointed
candidateDirector

External-6-

External
candidateDirector Independ-

ent

Independent Director
pursuanttotheregulations of the stock
exchangeNo.

1Toshiyuki
Yamamoto(11th October,
1949)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

29,656(18,456)8
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1973
January 1995
June 2002
April 2008

Joined the Company
Head of Sagamihara Plant of theCompany
Executive Officer of theCompany
Executive Officer of theCompany
President of Nifco America
Corp.

June 2012
June 2016
June 2017

President & Representative
Director, COO of the Company
Chairman,President&
Representative Director, CEO &COO of the Company
President & Representative
Director, CEO & COO of theCompany (to present)[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Yamamoto is once again proposed as a candidate for Director due to his ability to execute business strategies withstrong leadership in a timely and appropriate manner, as well as his broad experience of global management gained as
the President & Representative Director of the Company from 2012, after obtaining experience as the Head of majordomestic plants and the President of the Company’s overseas subsidiary.

No.

2Masaharu Shibao(14th December,
1961)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

14,769(10,169)4
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1985
April 2010
June 2015
June 2016
April 2017

Joined the Company
President of Nifco Deutschland
GMBH
Executive Officer of theCompany, President of Nifco
America Corp.
DirectorandExecutive
Managing Officer, CMO, Headof Sales of the Company
DirectorandExecutive
Managing Officer, CMO, Headof Sales, Divisional General
Manager of FCS BusinessControl
DivisionoftheCompany

January 2018

June 2018

June 2019

DirectorandExecutive
Managing Officer, CMO, Headof Sales, In charge of Platform
Business Division of theCompany
DirectorandExecutive
Managing Officer, CMO, Headof Sales, In charge ofTechnology & Platform Business
Division (Sales) of the Company
Director and Senior Executive
Managing Officer, CMO, Headof Sales, In charge ofTechnology & Platform Business
Division of the Company (topresent)[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Shibao is once again proposed as a candidate for Director due to his global and diverse experience, insights andexpertise cultivated through his long career in sales and as the President of the Company’s subsidiaries in Europe and the
U.S.

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No.

3

Fukuo Iwasaki(26th October 1957)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

25,257(10,257)
4
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1980
April 2010
April 2013
June 2014

Joined the Company
Executive Officer, Head of
Nagoya Plant of the Company
Executive Officer, Deputy Headof Global Sales & Manufacturing
Division of the Company
Executive Managing Officer,
Head of Manufacturing of theCompany

June 2016
June 2018

DirectorandExecutive
Managing Officer, Head of
Manufacturing of the Company
Director and Senior Executive
Managing Officer, Head of
Manufacturing, In charge of
Quality Assurance & Purchasingof the Company (to present)[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Iwasaki is once again proposed as a candidate for Director due to his global and diverse experience, insights andexpertise cultivated through his long career mainly in manufacturing functions such as in the position of the Head ofmajor domestic plants and the Deputy Head of the Global Sales & Manufacturing Division, under which he is responsible
for the production structure across the Group, including overseas bases.

No.

4Toshiki Yauchi(16th July 1961)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

9,319(7,619)2
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1985
July 2007
June 2015

June 2018

Joined the Company
Divisional General Manager ofCorporate Strategy Division of
the Company
Executive Officer, Divisional
General Manager of Corporate
Strategy Division of theCompany
DirectorandExecutive
Managing Officer, Divisional
General Manager of Corporate
Strategy Division, In charge of
Administration & Finance of theCompany

June 2019

April 2020

Director and Senior Executive
Managing Officer, Divisional
General Manager of Corporate
Strategy Division, In charge of
Administration & Finance of theCompany
Director and Senior Executive
Managing Officer, Divisional
General Manager of Corporate
Strategy Division, Head of
Administration,
Chief
Information Officer (CIO) In
charge of Finance of theCompany (to present)[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Yauchi is once again proposed as a candidate for Director due to his diverse experience, insights and expertise
cultivated through his long career mainly in corporate strategy, and developing management strategies as the Divisional
General Manager of the Corporate Strategy Division and being in charge of overall IR activities of the Company.

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No.

5

Keiji Tachikawa(27th May 1939)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended- shares(- shares)
5
12 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1962

External

June 1998

Independent
June 2004

Joined Nippon Telegraph andTelephone Public Corporation
President & CEO of NTT Mobile
Communications Network, Inc.
(current NTT DOCOMO, Inc.)
Corporate Advisor of NTT
DOCOMO, Inc.

November 2004
March 2013
June 2015

President of Japan Aerospace
Exploration Agency (JAXA)
Retired from President of Japan
Aerospace Exploration Agency(JAXA)
External Director of theCompany (to present)[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Tachikawa is once again proposed as a candidate for External Director because he contributes to the enhancementof the Company’s corporate governance as External Director based on the experience and insight in corporate
management he gained serving as the top management of large corporations.

No.

6

Yoshiko Nonogaki(31st July 1957)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended- shares(- shares)
1
10 out of 10[Career summary, position and assignment at the Company]
Reappointment

April 1980
September 1992

External
April 2009
Independent

Joined Sony Corporation
President & Representative
Director of Sony Poland
Manager of Planning &Marketing Department, Business& Professional Enterprise HQ ofSony Corporation

April 2013
June 2015
June 2019

Director of Global Diversity,
Personnel
HQ
of
Sony
Corporation
External Director of Jolly-Pasta
Co., Ltd. (to present)
External Director of theCompany (to present)[Significant concurrent positions]
External Director of Jolly-Pasta Co., Ltd.
Reasons for proposing the candidate for Director
Ms. Nonogaki is once again proposed as a candidate for External Director because she contributes to the enhancementof the Company’s risk management and corporate governance using her broad experience in the marketing field cultivatedthrough her career in a large corporation.

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No.

7

Brian K.
Heywood(9th January 1967)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended- shares(- shares)——[Career summary, position and assignment at the Company]
New
appointment
External
Independent

September 1991
September 1997
August 1999
January 2001

Joined
J.D.
Power
and
Associates
Belron International Director
Vice President, Citibank, N.A.
Managing Partner and CEO of
Taiyo Pacific Partners, L.P. (topresent)

December 2009
November 2011
March 2014
March 2020

External Director of Ohizumi
Mfg. Co., Ltd.
Director of SEIRYU AssetManagement Ltd.
External Director of Roland
Corporation (to present)
External Director of Roland DG
Corporation (to present)[Significant concurrent positions]Managing Partner and CEO of Taiyo Pacific Partners, L.P.
External Director of Roland Corporation
External Director of Roland DG Corporation
Reasons for proposing the candidate for Director
Mr. Heywood is proposed as a candidate for External Director because he has extensive experience and knowledge as acorporate management and investment expert, and the Company expects him to leverage his expertise in corporate
management and perspective as a shareholder/investor with an eye to enhancing its corporate value.

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(Notes) 1.
2.
3.
4.

5.
6.

7.

Brian K. Heywood is a candidate as new Director.
There are no special interests between each candidate and the Company.
Keiji Tachikawa, Yoshiko Nonogaki, and Brian K. Heywood are candidates as External Directors.
The Company designated and filed Keiji Tachikawa and Yoshiko Nonogaki as independent officers pursuant to the regulations ofTokyo Stock Exchange, Inc. If this Resolution is passed and their re-election is approved, they will continue to be independent
officers. Brian K. Heywood satisfies the requirements for an independent officer pursuant to the regulations of Tokyo Stock
Exchange, Inc. The Company plans to designate and file him as an independent officer with the said Stock Exchange.
Keiji Tachikawa will have served as External Director for five years at the close of this General Meeting of Shareholders. Yoshiko
Nonogaki will have served as External Director for one year at the close of this General Meeting of Shareholders.
The Company has concluded an agreement with Keiji Tachikawa and Yoshiko Nonogaki to limit their liabilities for damages
referred to in Article 423 (1) of the Companies Act pursuant to the provision of the Articles of Incorporation. The limit of liabilities
for damages under this agreement is the greater of either 20 million yen or the minimum total liability stipulated by laws andregulations. The Company plans to extend the aforementioned limited liability agreement if they are reappointed. In addition, if
Brian K. Heywood is appointed, the Company plans to conclude an agreement with him to limit his liabilities for damages referred
to in Article 423 (1) of the Companies Act pursuant to the provision of the Articles of Incorporation. The limit of liabilities fordamages under this agreement is the greater of either 20 million yen or the minimum total liability stipulated by laws and regulations.
The number of shares of the Company held by each candidate includes the number of the Company’s shares to be granted based on
the share-based compensation plan (as of June 1, 2020).
[Particulars of the Company’s shares to be granted based on the share-based compensation plan]
The Company introduced a performance-linked share-based compensation plan (hereinafter, referred to as the “Plan”), which grants
the Company’s shares to Company Directors (excluding External Directors and those who live abroad; hereinafter, the same shallapply) in FY2016. The Company’s shares to be granted to each candidate based on the Plan shall consist of (a) the portion that is
not linked to business performance and (b) the portion that is linked to business performance achieved over a certain time period.
The number of shares to be granted to each candidate based on the Plan provided in this document only refers to the number ofpoints granted based on the business performance which has become finalized at the moment. Specifically, the number of theCompany’s shares to be granted shows the total number of (a) points for the non-performance-linked compensation granted on or
before June 1, 2020 and (b) points for the performance-linked compensation granted on June 1, 2019. The voting rights pertaining
to the Company’s shares to be granted based on the Plan shall not be exercised until the granting of the Company’s shares to eachcandidate in the future. The Company’s shares corresponding to 30% of the said shares to be granted will be sold on the market andproceeds from the sale of such shares will be granted to each candidate to secure funds for tax payment purposes.

- 11 -Election of one candidate as Statutory Auditor to fill vacancy

Resolution 3

To prepare for a contingency in which the Company does not have the number of Statutory Auditors requiredby laws and regulations, the Company proposes to elect one candidate as Statutory Auditor to fill a vacancy.
The Board of Statutory Auditors’ consent has been obtained for this Resolution.
The candidate for Statutory Auditor to fill a vacancy is as follows and is proposed to fill a vacancy for any oneof the Statutory Auditors. The term of office of a Statutory Auditor assumed by a Statutory Auditor to fill avacancy shall be the remaining term of office of the retiring Statutory Auditor.

Masakazu
Wakabayashi

Number of shares of the Company
held(30th January 1963)- shares[Career summary]
October 1988
December 1997
April 2007

JoinedCentury
Corporation
Partner of Century
Corporation
JoinedYasumori
Corporation

Audit
Audit

May 2008

Representative
PartnerofYasumori Audit Corporation (topresent)

Audit[Significant concurrent positions]
None
Reasons for proposing the candidate for Director
Mr. Wakabayashi is proposed as candidate for External Statutory Auditor to fill a vacancy because he has extensive
insights required to audit corporate management as a Certified Public Accountant, and the Company expects him to use
his broad knowledge and experience for the Company’s audit structure if he is appointed, even though he has never been
directly involved in corporate management.

(Notes) 1.
2.

Masakazu Wakabayashi is a candidate for External Statutory Auditor to fill a vacancy. If the candidate becomes Statutory Auditor,
the Company will designate and file him as an independent officer pursuant to the regulations of Tokyo Stock Exchange, Inc.
The Company has concluded an agreement with External Statutory Auditors to limit their respective liabilities for damages referred
to in Article 423 (1) of the Companies Act pursuant to the provision of the Articles of Incorporation. The limit of liabilities fordamages based on this agreement is the greater of either 10 million yen or the minimum total liability stipulated by laws andregulations.
The Company also plans to conclude a limited liability agreement with Masakazu Wakabayashi as an External Statutory Auditor if
he is elected as a Statutory Auditor.

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